SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR

          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission File Number: 1-7675

                        AUDITS & SURVEYS WORLDWIDE, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                                       13-1809586
          --------                                       ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

650 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK                          10011
----------------------------------------------                          -----
  (Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code: (212) 627-9700

           Indicate  by check  mark  whether  the  registrant  (l) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes  [X]     No  [_]

           The number of shares  outstanding of each of the issuer's  classes of
common stock, as of August 11, 1997 was:

          Class                                                 Number of Shares
          -----                                                 ----------------
Common Stock, $0.01 par value                                      13,105,102




<PAGE>


                        AUDITS & SURVEYS WORLDWIDE, INC.


                                      INDEX


                                                                            PAGE

PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements.

             Condensed Consolidated Balance Sheets-
               June 30, 1997 and December 31, 1996                           3-4

             Condensed Consolidated Statements of Income-
               Three Months and Six Months ended June 30, 1997 and 1996       5

             Condensed Consolidated Statements of Cash Flows-
               Six Months ended June 30, 1997 and 1996                        6

             Condensed Consolidated Statement of Stockholders' Equity-
               June 30, 1997                                                  7

             Notes to Condensed Consolidated Financial Statements             8

Item 2.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations.                                     9-10


PART II.     OTHER INFORMATION

Item 4        Submission of Matters to a Vote of Security-Holders.           11

Item 6.      Exhibits and Reports on Form 8-K.                               12

             Signatures                                                      13




                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION
Item 1.     Financial Statements

AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
================================================================================
(Dollar amounts in thousands)


                                                  JUNE 30, 1997     DEC. 31,1996
                                                  -------------     ------------
                                                  (Unaudited)
ASSETS

CURRENT ASSETS:
           Cash                                      $   516            3,827
           Accounts receivable:                                     
                 Billed                                7,833            9,161
                 Unbilled                              6,056            2,714
           Refundable income taxes                       118             --
           Prepaid expenses and inventories            1,722            1,259
           Other current assets                          438              529
           Net assets held for sale                      300              300
           Receivable from sale of asset                 500             --
                                                     -------          -------
                                                                    
Total current assets                                  17,483           17,790
                                                     -------          -------
                                                                    
PROPERTY AND EQUIPMENT, NET                            3,391            2,962
                                                                    
RECEIVABLE FROM SALE OF ASSET                           --                500
PREPAID PENSION COSTS                                  1,090            1,090
DEFERRED INCOME TAX ASSET                              2,788            2,906
OTHER ASSETS                                           1,539            1,725
                                                     -------          -------
                                                                    
TOTAL ASSETS                                         $26,291          $26,973
                                                     =======          =======
                                                               


            See notes to condensed consolidated financial statements.




                                       3
<PAGE>



AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
================================================================================
(Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                        JUNE 30, 1997     DEC. 31,1996
                                                        -------------     ------------
                                                         (Unaudited)
<S>                                                         <C>             <C>  
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Short-term bank debt                                    $ 2,100         $  --
    Accounts payable and accrued expenses                     5,241           4,483
    Accrued payroll and bonuses                                 717           2,505
    Dividends payable                                          --               655
    Customer billings in excess of revenues earned            3,404           5,234
    Income taxes payable                                       --               417
    Current portion of long-term debt                           612             555
    Current portion of capital lease obligations                 84              88
                                                            -------         -------
                                                                           
                 Total current liabilities                   12,158          13,937
                                                            -------         -------
                                                                           
LONG-TERM DEBT-Net of current portion                         2,012           1,943
CAPITAL LEASE OBLIGATIONS-Net of current portion                130             153
DEFERRED INCOME TAX LIABILITY                                   464             464
OTHER LIABILITIES                                             2,018           2,009
                                                            -------         -------
                                                                           
                 Total liabilities                           16,782          18,506
                                                            -------         -------
                                                                           
COMMITMENTS AND CONTINGENCIES                                              
                                                                           
                                                                           
STOCKHOLDERS' EQUITY:                                                      
    Preferred stock, $1.00 par value, 1,000,000 shares                     
       authorized and unissued                                 --              --
    Common stock, $.01 par value, 30,000,000 shares                        
       authorized; 13,105,102 shares issued at June 30,                 
       1997 and 13,099,103 shares issued at                             
       December 31, 1996                                        131             131
    Additional paid-in capital                                4,391           4,369
    Retained earnings                                         4,976           3,948
    Cumulative foreign currency translation adjustment           11              19
                                                            -------         -------
                                                                           
    Total stockholders' equity                                9,509           8,467
                                                            -------         -------
                                                                           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $26,291         $26,973
                                                            =======         =======
</TABLE>

            See notes to condensed consolidated financial statements.



                                       4
<PAGE>



AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollar amounts in thousands except for per share data)
================================================================================
<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                       ---------------------------    ---------------------------
                                            1997           1996            1997           1996
                                            ----           ----            ----           ----
<S>                                    <C>            <C>             <C>            <C>         
REVENUES                               $     16,011   $     15,897    $     32,933   $     30,300
                                       ------------   ------------    ------------   ------------

COSTS AND EXPENSES:
        Direct costs                          7,442          7,771          16,022         14,448
        Selling, general and
           administrative expense             7,149          6,156          14,037         12,331
        Incentive bonuses                       552            723             952          1,213
        Interest expense                         72             96             136            177
        Other expense (income) - net             96            (90)             43           (226)
                                       ------------   ------------    ------------   ------------

TOTAL COSTS AND EXPENSES                     15,311         14,656          31,190         27,943
                                       ------------   ------------    ------------   ------------

INCOME BEFORE PROVISION
    FOR INCOME TAXES                            700          1,241           1,743          2,357

PROVISION FOR
    INCOME TAXES                                287            558             715          1,065
                                       ------------   ------------    ------------   ------------

NET INCOME                             $        413   $        683    $      1,028   $      1,292
                                       ============   ============    ============   ============

NET INCOME PER SHARE                   $        .03   $        .05    $        .08   $        .10
                                       ============   ============    ============   ============

WEIGHTED AVERAGE NUMBER
        OF  COMMON SHARES
        OUTSTANDING                      13,103,549     13,099,103      13,101,338     13,099,103
                                       ============   ============    ============   ============
</TABLE>



            See notes to condensed consolidated financial statements



                                       5
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollar amounts in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED JUNE 30
                                                                   ------------------------
                                                                        1997       1996
                                                                      -------    -------
<S>                                                                   <C>        <C>    
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                          $ 1,028    $ 1,292
  Adjustments to reconcile net income to net cash
        (used in) provided by operating activities:
        Depreciation and amortization                                     497        323
        Deferred income taxes                                             118         68
        Amortization of deferred charges                                  184         13
        Accrued rent                                                       96         (6)
        Changes in operating assets and liabilities:
          Accounts receivable                                          (2,014)      (959)
          Prepaid expenses and inventories                               (463)      (333)
          Other current assets                                             91         21
          Other assets                                                   --          166
          Income taxes payable                                           (534)       690
          Accounts payable and accrued expenses                           758       (639)
          Accrued payroll and bonuses                                  (1,788)        88
          Customer billings in excess of revenues earned               (1,830)      (316)
          Other                                                           (86)      (138)
                                                                      -------    -------
               Net cash (used in) provided by operating activities     (3,944)       270
                                                                      -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                    (495)      (233)
  Payment of merger costs                                                --         (124)
  Proceeds from sale of assets                                           --          650
                                                                      -------    -------
               Net cash (used in) provided by investing activities       (495)       293
                                                                      -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from bank borrowings                                         2,100      1,800
  Dividends to stockholders                                              (655)      --
  Principal payments of debt                                             (304)    (2,680)
  Principal payments of capital lease obligations                         (27)       (28)
  Issuance of common stock and director's options                          22          7
                                                                      -------    -------
               Net cash provided by (used in)  financing activities     1,136       (901)
                                                                      -------    -------
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH                                (8)        35
                                                                      -------    -------
NET (DECREASE) IN CASH                                                 (3,311)      (303)

CASH, BEGINNING OF PERIOD                                               3,827        936
                                                                      -------    -------

CASH, END OF  PERIOD                                                  $   516    $   633
                                                                      =======    =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:    Interest                       $   102    $   280
                                                                      =======    =======
                                       Income taxes                   $ 1,099    $   304
                                                                      =======    =======
SUPPLEMENTAL DISCLOSURE OF NON CASH
INVESTING AND FINANCING ACTIVITIES:
   Financing of capital improvements                                  $   430
                                                                      =======
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>

AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(Dollar amounts in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                                                     CUMULATIVE
                                                                                      FOREIGN
                                                                                      CURRENCY
                                                                                     ADDITIONAL
                                   COMMON       STOCK        PAID-IN     RETAINED   TRANSLATION
                                   SHARES       AMOUNT       CAPITAL     EARNINGS    ADJUSTMENT      TOTAL
                                 ----------   ----------   ----------   ----------   ----------    ----------
<S>                              <C>          <C>          <C>          <C>          <C>           <C>       
BALANCE
DECEMBER 31, 1996                13,099,103   $      131   $    4,369   $    3,948   $       19    $    8,467

        Net income                     --           --           --          1,028        1,028

        Shares issued upon
        exercise of employee
        stock options                 5,999         --             12         --           --              12

        Directors' options             --           --             10         --           --              10

        Foreign Currency
        Translation Adjustment         --           --           --           --             (8)           (8)
                                 ----------   ----------   ----------   ----------   ----------    ----------
BALANCE
JUNE 30, 1997                    13,105,102   $      131   $    4,391   $    4,976   $       11    $    9,509
                                 ==========   ==========   ==========   ==========   ==========    ==========
</TABLE>

            See notes to condensed consolidated financial statements.




                                       7
<PAGE>



                AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of Audit & Surveys  Worldwide,  Inc. (the  "Company")  and its majority
owned  subsidiary,  Audits & Surveys Europe,  Ltd. All significant  intercompany
transactions and balances have been eliminated.

The 1997 and 1996 condensed consolidated financial statements have been prepared
by the Company and are unaudited. In the opinion of the Company's management all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the financial position,  results of operations and cash flows for
the interim periods have been made. Certain information and footnote disclosures
required under generally accepted  accounting  principles have been condensed or
omitted from the  consolidated  financial  statements  pursuant to the rules and
regulations   of  the  Securities   and  Exchange   Commission.   The  condensed
consolidated financial statements presented herein should be read in conjunction
with the year-end  consolidated  financial statements and notes thereto included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
1996. The results of operations for the three-month and six-month  periods ended
June 30, 1997 are not  necessarily  indicative of the results to be expected for
any other interim period or for the entire year.





                                       8
<PAGE>



ITEM 2.    MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
           RESULTS OF OPERATIONS.



RESULTS OF OPERATIONS


Revenues for the second  quarter of 1997 were $16.0 million  compared with $15.9
million in the second quarter of 1996. Revenues for the first six months of 1997
increased  $2.6 million  (8.7%) to $32.9 million  compared with $30.3 million in
the first six months of 1996.  The increase in revenues for the six month period
of 1997 was  principally  attributable  to higher  revenues  from  international
consumer  tracking  studies and several  custom and  syndicated  audit  research
services.

Direct costs, as a percentage of revenues,  were 46.5% in the second quarter and
48.7%  in  the  first  six  months  of  1997  compared  with  48.9%  and  47.7%,
respectively,  in the same  periods  of 1996.  The  period to period  changes in
direct costs, as a percentage of revenue, are generally reflective of changes in
the mix of research revenues.  In addition,  direct costs in 1997 include higher
costs incurred in the development of expanded syndicated research services. Such
syndicated  services  include a program which tracks personal  computer sales in
eight  Western  European  countries  and a program to provide  primary  audience
database  research  to  monitor  household   demographics,   product  usage  and
lifestyles of subscribers and newsstand buyers of U.S. magazines.

Selling, general and administrative (SG&A) expenses increased $1 million (16.1%)
in the second quarter and $1.7 million  (13.8%) in the first six months of 1997.
Approximately  75% of the SG&A  increases  were in payroll and related costs and
resulted  from the addition of personnel as well as normal  salary  adjustments.
The costs associated with additional  personnel include the staffing of the Asia
Pacific office in Manila,  which opened in early 1997, expansion of the research
staffs in the US as well as at Audits & Surveys  Europe in London and  additions
to technical support staff particularly in information  services.  The remainder
of the increases in SG&A expenses was spread over various expenses such as rent,
utilities, depreciation and computer costs.

The provision for incentive  bonuses was $.2 million lower in the second quarter
and $.3  million  lower in the first six months of 1997  compared  with the same
periods of 1996. The lower provisions resulted from the decrease in year-to-date
operating income on which the incentive bonuses are calculated.

Other  expense  increased  in the  second  quarter  and first six months of 1997
principally as a result of the termination of a sublease between the Company and
a subtenant for a portion of the space at the Company's New York headquarters. A
significant  portion of the space  previously  occupied by the subtenant will be
occupied by the Company to accommodate additional personnel.

Income  taxes for the  second  quarter  and  first six  months of 1997 have been
provided  at  approximately  41% of reported  pretax  income  compared  with 45%
provided  in the second  quarter  and first six months of 1996.  The interim tax
provisions are based on estimates of the effective tax rate  anticipated for the
full year.






                                       9
<PAGE>



FINANCIAL CONDITION AND LIQUIDITY

At June 30, 1997, the Company had working  capital of $5.3 million and a current
ratio of 1.44 to 1 compared  with working  capital of $3.9 million and a current
ratio of 1.28 to 1 at December 31, 1996.

Cash flow from  operations and borrowings  under its credit  facilities with its
bank are the Company's  principal  sources of funds. The Company's cash flow and
borrowings  have  historically  been  sufficient  to provide  funds for  working
capital,  capital  expenditures and payment of indebtedness.  In June, 1997, the
Company's secured line of credit with its bank was extended to June 30, 1998 and
was increased from $2,500,000 to $4,000,000.

Net cash used in operating activities was $3,944,000 consisting primarily of net
income of $1,028,000  plus  non-cash  expenses of $895,000  offset  primarily by
increases in accounts  receivable of $2,014,000,  decreases in customer billings
in excess of revenue earned of $1,830,000  and decreases in accrued  payroll and
bonuses of $1,788,000.

Net cash used in investing  activities was $495,000 resulting from the purchases
of equipment.

Net cash provided by financing activities was $1,136,000 consisting primarily of
net proceeds from short term bank borrowings of $2,100,000 offset by payments of
dividends to  stockholders  of $655,000 and  repayments of bank  borrowings  and
other debt of $331,000.

The Company  believes that its credit  arrangements  with its bank combined with
funds  generated by its operations  will be adequate to fund its planned capital
expenditures,  meet its debt obligations and finance its operations for at least
the next twelve months.





                                       10
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

On June 13, 1997 the Company held its 1997 Annual Meeting of  Stockholders  (the
"1997  Meeting").  At the 1997 Meeting,  the Company's  stockholders  elected 11
directors to serve until the next Annual Meeting of  Stockholders or until their
successors  are duly elected and  qualified.  The vote for such directors was as
follows:

                                                   For                  Withheld
                                                   ---                  --------

        Solomon Dutka                           10,808,384               74,603
        H. Arthur Bellows, Jr.                  10,871,675               11,312
        Carl Ravitch                            10,871,707               11,280
        Joseph Plummer                          10,871,586               11,401
        Charles E. Bradley                      10,871,682               11,305
        Brian G. Dyson                          10,870,207               12,780
        Matthew Goldstein                       10,871,707               11,280
        Robert C. Miller                        10,871,707               11,280
        William Newman                          10,871,707               11,280
        Sol Young                               10,871,561               11,426
        William A. Zebedee                      10,871,586               11,401


In addition,  at the 1997 Meeting the Company's  stockholders voted with respect
to the  approval  of the 1997  Stock  Option  Plan and the  ratification  of the
appointment  of  Deloitte  &  Touche  LLP as the  Company's  independent  public
accountants to audit the Company's  consolidated  financial statements for 1997.
In connection with the approval of the 1997 Stock Option Plan,  9,668,264 shares
were cast for the  proposal,  516,978  shares were cast against the proposal and
holders  of  4,070  shares  abstained  from  voting.   In  connection  with  the
ratification  of  Deloitte & Touche  LLP,  10,876,359  shares  were cast for the
proposl,  4,679  shares were cast  against the proposal and the holders of 1,949
votes abstained from voting.






                                       11
<PAGE>



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.*

           a.         Exhibits:

                      10.14      Amendment  dated March 25,  1997 to  Employment
                                 Agreement between the Company and Solomon Dutka
                                 dated March 24, 1995.

                      10.15      Amendment  dated March 25,  1997 to  Employment
                                 Agreement  between  the  Company  and H. Arthur
                                 Bellows, Jr. dated March 24, 1995.

                      10.16      Amendment  dated March 25,  1997 to  Employment
                                 Agreement  between the Company and Carl Ravitch
                                 dated March 24, 1995.

                      10.17      Amendment  dated  June  30,1997  to  Employment
                                 Agreement  between  the  Company  and H. Arthur
                                 Bellows, Jr. dated March 24, 1995.

                      10.18      Amendment  dated  June 30,  1997 to  Employment
                                 Agreement  between the Company and Carl Ravitch
                                 dated March 24, 1995.

                      10.19      Amendment  dated  June 30,  1997 to  Employment
                                 Agreement  between  the  Company  and  Alan  J.
                                 Ritter dated September 13, 1995.

                      27.01      Financial Data Schedule

           b.         Reports on Form 8-K:

                      The  Company  did not file any  reports on Form 8-K during
                      the quarterly period ended June 30, 1997.








------------------------
*    There is no instrument  defining the right of holders of long-term  debt of
     the Company or of any of its subsidiaries other than where the total amount
     of securities authorized thereunder does not exceed 10% of the total assets
     of the Company and its subsidiaries on a consolidated  basis. In accordance
     with  paragraph  (b)(4)(iii)  of Item 601 of  Regulation  S-K,  the Company
     agrees to furnish to the Securities and Exchange Commission,  upon request,
     copies of any such instrument.




                                       12
<PAGE>



                                   SIGNATURES


               Pursuant to the  requirements  of the Securities  Exchange Act of
1934,  the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                AUDITS & SURVEYS WORLDWIDE, INC.




AUGUST 11, 1997                                 By: /S/ H. ARTHUR BELLOWS, JR.
---------------                                     ---------------------------
Date                                                H. Arthur Bellows, Jr.
                                                    President


                                                By: /S/ ALAN J. RITTER
                                                    ---------------------------
                                                    Alan J. Ritter
                                                    Senior Vice President
                                                    Chief Financial Officer



                                       13
<PAGE>


                                  EXHIBIT INDEX




Exhibit Number    Description of Exhibit
--------------    ----------------------


10.14             Amendment dated March 25, 1997 to Employment Agreement between
                  the Company and Solomon Dutka dated March 24, 1995.

10.15             Amendment dated March 25, 1997 to Employment Agreement between
                  the Company and H. Arthur Bellows, Jr. dated March 24,1995.

10.16             Amendment dated March 25, 1997 to Employment Agreement between
                  the Company and Carl Ravitch dated March 24, 1995.

10.17             Amendment dated June 30,1997 to Employment  Agreement  between
                  the Company and H. Arthur Bellows, Jr. dated March 24, 1995.

10.18             Amendment dated June 30, 1997 to Employment  Agreement between
                  the Company and Carl Ravitch dated March 24, 1995.

10.19             Amendment dated June 30, 1997 to Employment  Agreement between
                  the Company and Alan J. Ritter dated September 13, 1995.

27.01             Financial Data Schedule





                                       14